UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 - Entry into a Material Definitive Agreement.
On June 28, 2024, in connection with the Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended by that certain First Amendment thereto, dated as of July 31, 2023, and that certain Second Amendment thereto, dated as of May 30, 2024, and as otherwise amended or modified, the “Truist Revolving Credit Facility”), by and among Goldman Sachs Middle Market Lending Corp. II (the “Company”), as borrower, the lenders and issuing banks from time to time party thereto (the “Lenders”), and Truist Bank, as administrative agent, the Company exercised its right pursuant to the Truist Revolving Credit Facility to request a Commitment Increase and certain Lenders agreed to participate in (i) an increase of the Revolving Commitments from $355 million to $455 million and (ii) an increase of the Term Loans from $0 to $25 million. Pursuant to the accordion feature in the Truist Revolving Credit Facility, the aggregate amount of all Commitments thereunder may be further increased up to $750 million. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Truist Revolving Credit Facility.
The foregoing description is only a summary of the material provisions of the commitment increase request (the “Commitment Increase Request”) and is qualified in its entirety by reference to a copy of the Commitment Increase Request, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1 | Commitment Increase Request, dated as of June 28, 2024, by the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II (Registrant) | ||||||
| Date: July 3, 2024 | By: | /s/ Alex Chi | ||||
| Name: Alex Chi | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||
| By: | /s/ David Miller | |||||
| Name: David Miller | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||
Exhibit 10.1
EXECUTION COPY
NOTICE OF COMMITMENT INCREASE REQUEST
Truist Bank
3333 Peachtree Road, 8th Floor
Atlanta, Georgia 30326
Attention: Hays Wood
Telecopy Number: (404) 836-5879
June 28, 2024
Ladies and Gentlemen:
This Commitment Increase Request (this “Commitment Increase Request”) is delivered pursuant to Section 2.08(e) of the Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 31, 2023, and that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 30, 2024, and as further amended, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”), by and among Goldman Sachs Middle Market Lending Corp. II (the “Company”), the Lenders and Issuing Banks from time to time party thereto and Truist Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
Pursuant to Section 2.08(e) of the Credit Agreement, the Company hereby requests that the aggregate amount of (i) the Lenders’ Revolving Commitments be increased from $355,000,000 to $455,000,000 and (ii) the Term Loans be increased from $0 to $25,000,000 (the transactions in clauses (i) and (ii), together, the “Commitment Increase”) on June 28, 2024.
The Company intends to effectuate the Commitment Increase by (i) increasing the Multicurrency Commitment of Truist Bank from $50,000,000 to $75,000,000, (ii) increasing the Multicurrency Commitment of State Street Bank and Trust Company from $50,000,000 to $75,000,000, (iii) increasing the Multicurrency Commitment of Bank of America, N.A. from $50,000,000 to $75,000,000, (iv) increasing the Multicurrency Commitment of Morgan Stanley Bank, N.A. from $25,000,000 to $50,000,000 and (v) creating a new class of Incremental Term Commitments of $25,000,000 to be made by Sumitomo Mitsui Banking Corporation as an Incremental Term Lender and Increasing Lender.
IN WITNESS WHEREOF, the undersigned has executed this Commitment Increase Request as of the date first above written.
| GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II | ||
| By: | /s/ Alex Chi | |
| Name: Alex Chi | ||
| Title: Co-Chief Executive Officer and Co-President | ||
Notice of Commitment Increase Request (Omnibus Joinder)
Document and Entity Information |
Jun. 28, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001865174 |
| Document Type | 8-K |
| Document Period End Date | Jun. 28, 2024 |
| Entity Registrant Name | Goldman Sachs Middle Market Lending Corp. II |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 814-01461 |
| Entity Tax Identification Number | 87-3643363 |
| Entity Address, Address Line One | 200 West Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10282 |
| City Area Code | (312) |
| Local Phone Number | 655-4419 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |
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